Stanford Graduate School of Business, Corporate Governance Research Program, The compensation program serves three main purposes. 1. It must attract executives with the skills, experiences, and behavioral profile necessary to succeed in the position. 2. It must be sufficient to retain these individuals, so they do not leave for alternative employment. 3. It must motivate them to perform in a manner consistent with the strategy and risk-profile of the organization and discourage self-interested behavior. Executive Compensation
Stanford Graduate School of Business, Corporate Governance Research Program, The compensation package includes some or all of the following: Annual salary. Fixed cash payment made evenly over the year. The IRS limits the tax deductibility of compensation greater than $1 million, unless it is performance driven. Annual bonus. Additional payment (usually cash) awarded if performance exceeds predetermined targets. Generally expressed as a percentage of salary and includes a guaranteed minimum and a specified maximum. Targets are based on quantitative and/or qualitative factors. Elements of Compensation
Stanford Graduate School of Business, Corporate Governance Research Program, Stock options. Right to buy shares in the future at a fixed exercise price, generally equal to stock price on the grant date. Typically vest evenly (e.g., annually over four years) and expire at the end of the term (generally ten years). Variations include: - Premium options. Exercise price higher than current price. - Performance-vested (accounting-based). Accelerated vesting based on achieving accounting-based targets. - Performance-vested (stock-price based). Accelerated vesting based on total stock price returns. - Performance-vested (nonfinancial-based). Accelerated vesting based on strategic milestone (e.g., FDA approval). Elements of Compensation Only 5 percent of top 250 U.S. firms have performance-based vesting. Frederic W. Cook (2009)
Stanford Graduate School of Business, Corporate Governance Research Program, Restricted stock. Outright grant of shares that are restricted in transferability and are subject to vesting. Once vested, they are economically equivalent to outright ownership of stock. Performance units (shares). Cash (or stock) granted if specified targets are met over a three- to five-year period. Size of the award is generally expressed as a percentage of base salary. Performance units are similar to a longer-term version of the annual bonus. Perquisites. Other amenities purchased or provided by the company (such as personal use of company airplane). Elements of Compensation
Stanford Graduate School of Business, Corporate Governance Research Program, Contractual agreements. Other cash or stock payments stipulated in the employment agreement, such as severance, post-retirement consulting, and change-in-control payments (golden parachutes). Benefits. Other benefits such as health insurance, post- retirement health insurance, 401(k), supplemental executive retirement plans (SERPs), life insurance, payment for use of financial planner, and certain tax reimbursements. Do compensation programs need to be this complicated? Elements of Compensation
Stanford Graduate School of Business, Corporate Governance Research Program, Compensation programs might also be subject to restrictions: Stock ownership guidelines. Executive is required to own a minimum amount of company stock, generally expressed as a multiple of base salary (five times). Clawbacks. Company provides that it can reclaim compensation in the future if it determines that the compensation should not have been awarded. Clawback policies are now required under the Dodd-Frank Act. Restrictions on Compensation In 2006, only 10% of Fortune 100 had disclosed a clawback policy. In 2010, this figure increased to 82%. Equilar (2010)
Stanford Graduate School of Business, Corporate Governance Research Program, The compensation committee recommends compensation of the CEO and other executive officers. Packages are approved by independent directors of the full board. Shareholders approve equity-based compensation. Details are disclosed in the annual proxy: Designing the Compensation Program Compensation philosophyPay equity, CEO vs. other execs Elements of compensationPay equity, CEO vs. avg. employee Total compensation awardedStock ownership guidelines Total compensation realizedClawback policies Peer group, compensation designSeverance agreements Peer group, measuring performanceGolden parachutes Criteria for awarding variable payPost-retirement compensation
Stanford Graduate School of Business, Corporate Governance Research Program, Most boards benchmark CEO pay against a peer group of companies comparable in size, industry, and/or geography. Common practice targets cash compensation (salary + bonus) at 50 th percentile and long-term pay at the 75 th percentile. There are potential drawbacks to benchmarking: - Might lead to ratcheting. - Is based on size rather than value creation. - Is highly dependent on companies included in peer group. Determining the Level of Compensation Companies include unrelated firms in peer group. The inclusion of these firms increases pay. Faulkender and Yang (2010)
Stanford Graduate School of Business, Corporate Governance Research Program, Most companies use a third-party consultant to advise on compensation levels and program design. Compensation consultants might be subject to conflicts of interest if they provide other services to the company, such as benefits consulting or pension asset management. Compensation Consultants CEO pay is higher among companies that use a consultant, but evidence suggests this is due to governance quality, not the use of the consultant. No evidence that conflicts influence pay levels. Pay levels do not vary between companies that use dedicated compensation consultants and those that use general HR consultants. Conyon, Peck, and Sadler (2009); Armstrong, Ittner, and Larcker (forthcoming)
Stanford Graduate School of Business, Corporate Governance Research Program, Compensation Levels Total ExpectedMarket Value Comp ($)($ thousands) Top 100Mean$13,527,125$60,397,000 Median11,357,47836,577, to 500Mean8,862,5148,723,000 Median6,546,9886,928, to 1,000Mean5,623,8232,192,000 Median4,100,8772,057,000 1,001 to 2,000Mean2,980,475708,000 Median2,129,101639,000 2,001 to 3,000Mean1,768,872186,000 Median1,152,533175,000 3,001 to 4,000Mean932,49439,000 Median613,59635,000 1 to 4,000Mean3,347,8682,889,000 Median1,588,389332,000 Based on Equilar compensation data, fiscal years ending June 2008 to May 2009 Compensation Paid to CEOs in the U.S.
Stanford Graduate School of Business, Corporate Governance Research Program, Median compensation is considerably lower than mean compensation. Outliers influence mean results. Compensation reflects expected value awarded during the year. It does not reflect value of compensation realized. Press often cites realized pay. This is highly misleading, in that it reflects pay granted over multiple years but realized in one. Company size is a major determinant of compensation levels. Observations on Compensation Levels change in pay is explained almost entirely by change in company size. Increase in executive compensation is largely consistent with pay increases for hedge funds, private equity, VCs, lawyers, and athletes. But weak governance is correlated with excessive pay levels (above average pay, given company size and performance). Gabaix and Landier (2008); Kaplan and Rauh (2010); Core, Holthausen, and Larcker (1999)
Stanford Graduate School of Business, Corporate Governance Research Program, There is a large pay differential between the pay granted to the CEO and the pay granted to other senior executives. On average, the CEO earns 1.8 times the pay of the 2 nd highest officer. The 2 nd highest earns 1.2 times the 3 rd. (+) Might reflect relative value creation of these jobs. (+) Pay inequity provides incentive for promotion. (-) Might reflect management entrenchment. (-) Discourages executives who feel they are not paid fairly. (-) Might reflect lack of internal talent development. Some companies limit CEO pay relative to other executives. Pay Inequity: Executive Officers
Stanford Graduate School of Business, Corporate Governance Research Program, The press often cites the ratio of CEO pay to that of the average employee as a sign of excessive compensation. This figure varies greatly with methodology. It has been calculated as either 180, 300, 400, or 500 in recent years. It also varies with industry, size, location, and measurement period. It is difficult to interpret. Does it reflect relative value creation, scope of job, or expendability of the position? Compensation is best evaluated in terms of suitability for the job. Still, boards should be mindful of public perception. Pay Inequity: Average Employee
Stanford Graduate School of Business, Corporate Governance Research Program, In addition to determining compensation levels, the board decides how to structure compensation. The mix of compensation should be appropriate to attract, retain, and motivate executives in the short and long terms. Compensation Mix StockRestrictedPerf. SalaryBonusOptionsSharesPlansOther Top %17.9%32.1%18.3%19.3%3.1% 101 to %18.1%32.0%19.7%15.8%3.7% 501 to 1, %18.6%28.1%23.9%12.4%3.2% 1,001 to 2, %15.8%25.4%23.6%9.1%5.5% 2,001 to 3, %13.2%23.6%20.5%8.1%8.6% 3,001 to 4, %12.7%21.6%15.5%4.1%5.7% 1 to 4, %16.6%27.9%21.1%12.1%4.7% Based on Equilar compensation data, fiscal years ending June 2008 to May 2009
Stanford Graduate School of Business, Corporate Governance Research Program, Short-term incentives offer an annual payment (usually cash) for achieving predetermined performance objectives. The size of the bonus is expressed in terms of a target, with a minimum and maximum level. The board should consider the following: - How difficult are the performance targets? - Does the plan encourage a short-term focus? - Does management defer investments to achieve targets? - Are earnings deferred after maximum targets are met? - Are earnings manipulated to increase payouts? Short-Term Incentives
Stanford Graduate School of Business, Corporate Governance Research Program, Long-term incentives are added to the mix to encourage the selection of long-term investments that increase value. Many companies use stock options to achieve this focus. (+) Increase in value with stock price. (+) Encourage investment in risky positive NPV projects. (+) Vesting allows for deferred realization of value. (-) Rewards can be capricious in a volatile market. (-) Might encourage excessive risk-seeking to increase value. Long-Term Incentives Options encourage investment in higher-risk/reward projects. Executives are more likely to invest in R&D, Cap Ex, and acquisitions. Total shareholder returns are more extreme (positive and negative). Rajgopal and Shevlin (2002); Sanders and Hambrick (2007)
Stanford Graduate School of Business, Corporate Governance Research Program, Is there pay for performance in CEO compensation contracts? There is no single methodology for answering this question. The board might consider the relationship between the total wealth awarded to the CEO (salary, stock options, direct stock ownership, and other incentives) over changes in stock price. Pay for Performance Relationship Between CEO Wealth and Stock Price What is the upside? What is the downside? What reward is promised? What risk is encouraged? Are these appropriate?
Stanford Graduate School of Business, Corporate Governance Research Program, More proxy disclosure: - Disclosure might be too long and confusing already. Say on pay: - Little evidence that advisory vote reduces pay levels. Strict limits: - Potential to drive talent from public to private companies. Require longer retention periods for equity: - Might encourage risk aversion. A better approach is to continue to improve governance quality/transparency and discourage self-interested behavior. Efforts to Reform Compensation
Stanford Graduate School of Business, Corporate Governance Research Program, Bibliography Federic W. Cook & Co. The 2009 Top 250Long-Term Incentive Grant Practices for Executives Available at: Report.pdf.http://www.fwcook.com/alert_letters/2009_Top-250- Report.pdf Equilar. Clawback Policy Report: An Analysis of Compensation Recovery Policies at Fortune 100 Companies Michael Faulkender and Jun Yang. Inside the Black Box: The Role and Composition of Compensation Peer Groups Journal of Financial Economics. Martin J. Conyon, Simon I. Peck, and Graham V. Sadler. Compensation Consultants and Executive Pay: Evidence from the United States and United Kingdom Academy of Management Perspectives. Chris S. Armstrong, Christopher D. Ittner, and David F. Larcker. Corporate Governance, Compensation Consultants, and CEO Pay Levels. Forthcoming. Review of Accounting Studies. Xavier Gabaix and Augustin Landier. Why Has CEO Pay Increased So Much? Quarterly Journal of Economics. Steven N. Kaplan and Joshua Rauh. Wall Street and Main Street: What Contributes to the Rise in the Highest Incomes? Review of Financial Studies. John E. Core, Robert W. Holthausen, and David F. Larcker. Corporate Governance, Chief Executive Officer Compensation, and Firm Performance Journal of Financial Economics. Shivaram Rajgopal and Terry Shevlin. Empirical Evidence on the Relationship Between Stock Option Compensation and Risk Taking Journal of Accounting & Economics. W. M. Sanders and Donald C. Hambrick. Swinging for the Fences: The Effects of CEO Stock Options on Company Risk Taking and Performance Academy of Management Journal.